Delhivery's financial statements carry five straight years of unqualified audit opinions, and the auditor's CARO report for FY2026 found no fraud and no cash losses. The record that needs scrutiny sits in the gaps between those clean opinions: a ₹1,041.75 crore goodwill balance on a loss-making acquisition with no impairment, reported profit that leans on other income and a depreciation-method change, and a governance calendar that puts founder remuneration and reappointments to a shareholder vote while five independent directors resigned in a single year.
Key findings
- A ₹1,041.75 crore goodwill asset sits on a loss-making business with no impairment
Major- The Ecom Express acquisition generated goodwill of ₹1,041.75 crore as at March 31, 2026, up from ₹969.15 crore at the July 18, 2025 acquisition date. Ecom Express contributed ₹22.12 crore of revenue and a ₹105.18 crore loss from acquisition to March 31, 2026, yet management concluded no impairment is required. The same pattern held for Spoton Logistics, where ₹1,307.63 crore of goodwill from the FY2021-22 acquisition has never been impaired despite the unit's losses. - Reported profit is sustained by ₹329 crore of other income while IPO proceeds sit in deposits
Major- Other income of ₹329 crore was 405.9% of profit before tax of ₹81 crore in the latest year. Net IPO proceeds of ₹3,886.3 crore had ₹9,316.80 crore unutilised as at March 31, 2025, temporarily invested in fixed deposits. Capex was ₹583.98 crore in FY22, ₹570.38 crore in FY23, ₹601.41 crore in FY24, ₹462.84 crore in FY25, and ₹493.33 crore in FY26. - A depreciation-method switch cut FY25 and FY26 charges by ₹228.98 crore and ₹250.71 crore
Major- Effective April 1, 2024, Delhivery changed from Written Down Value to Straight-Line Method, lowering depreciation and amortisation by ₹228.98 crore in FY25 and ₹250.71 crore in FY26, accounted prospectively as a change in accounting estimate. Had WDV continued for FY25, the charge would have been ₹864.91 crore versus ₹534.91 crore actually recognised. The FY25 AGM outcome attributed part of the profit improvement to this change, worth ₹230 crore of the ₹535 crore reduction. - Related-party dealings show repeated control failures and loans that end in impairment or equity conversion
Major- A related-party transaction of ₹0.17 crore with Ecom Express Limited was not prior-approved by the Audit Committee and only subsequently ratified in FY2025-26, an exception noted by both the secretarial auditor and the Corporate Governance certificate. Loans to specified related parties carried an impairment allowance of ₹16.79 crore as at March 31, 2025, up from ₹9.38 crore two years earlier. In FY2022-23, Delhivery Freight Services allotted 30,510 equity shares to Delhivery in exchange for a ₹162 crore loan plus ₹20 crore of interest. - No promoter, but founder-executives seek 5-year reappointments and fresh stock options while five independent directors resigned
Major- Delhivery has no identifiable promoter, with promoter shareholding at 0.00%. The FY2026 AGM notice seeks 450,000 stock options for Mr. Sahil Barua, 225,000 for Mr. Kapil Bharati, and 225,000 for Mr. Suraj Saharan, plus 5-year reappointments for Barua and Bharati. Five independent directors resigned during FY26 and up to the date of the report, with three cited as "planned board rejuvenation" and two for other commitments. - Reported borrowings have collapsed to near zero, but vehicle loans and pledged margin money remain on the books
Major- Outstanding borrowings fell from ₹353.14 crore at end of FY22 to ₹2.54 crore at end of FY26. Vehicles under loan contracts stood at ₹17.44 crore as at March 31, 2026, down from ₹290.03 crore in FY24, with loan assets hypothecated as security in each year. Cash of ₹4,555.33 crore includes margin money deposits pledged against bank guarantees and working-capital facilities. - A stack of contested tax demands, including a ₹183.57 crore income tax demand reduced to ₹34.49 crore but unresolved since 2018
Minor- The income tax demand for FY 2015-16 was raised at ₹183.57 crore in December 2018, revised to ₹34.49 crore in September 2021, with an appeal still pending. On May 5, 2025, Delhivery received a DGGI show cause notice for ₹49.20 crore plus interest and penalty for FY 2018-19 to 2022-23, which it intends to contest. The company states no provision is necessary because it believes it has good cases. - A subsidiary structure of acquisitions, liquidations, and non-operative entities, with new regulated vehicles being added
Minor- Delhivery Corp Limited (UK) was dissolved effective June 10, 2025, and Delhivery Bangladesh was dissolved effective November 3, 2025. Delhivery Logistics (Shenzhen) remained non-operative with no capital infusion as of March 31, 2026. Two new entities were incorporated in 2026: Delhivery Financial Services (January 16, 2026) for NBFC operations and Delhivery Fintech Distribution (June 2, 2026) for financial product distribution. - Five consecutive years of unqualified audit opinions, with only remediated audit-trail gaps
Clean- Deloitte Haskins & Sells issued unqualified opinions for FY2024, FY2025, and FY2026, and S.R. Batliboi did the same for FY2022 and FY2023. The only recurring exceptions were audit-trail and backup gaps, remediated by FY2025, with a one-subsidiary audit-trail gap in FY2026. The FY2026 CARO report found no fraud and confirmed IPO money was utilised for its stated purposes. - A routine five-year statutory auditor rotation from S.R. Batliboi to Deloitte, completed on schedule
Clean- S.R. Batliboi served from September 30, 2019 until the 12th AGM in 2023, with no qualifications in any report. Deloitte was appointed at that AGM on September 27, 2023 for five years, with the resolution passed by requisite majority. No resignation of statutory auditors was reported in FY2024-25.
What to watch
- DGGI GST notice. A ₹49.20 crore show cause notice received May 5, 2025, is being contested, with no hearing date disclosed as of the FY2025-26 Annual Report.
- Income tax appeal. The FY 2015-16 demand, revised to ₹34.49 crore on September 15, 2021, remains pending at the Commissioner of Income Tax (Appeals).
- Ecom Express goodwill impairment test. The ₹1,041.75 crore goodwill balance faces its first annual test in FY2026-27, after the unit lost ₹105.18 crore in its first eight months.
- Spoton investment impairment test. The ₹1,538.1 crore carrying value as at March 31, 2025 faces testing in FY2025-26 results, given continued losses.
- AGM vote on founder pay. Shareholders vote on Mr. Sahil Barua's and Mr. Kapil Bharati's reappointments, remuneration, and stock options, and Mr. Suraj Saharan's options, following the August 8, 2026 Board approval.
Bottom line: This is an audited record with clean opinions and no fraud findings, but the profit quality and the governance calendar carry the real risk. Reported profit leans on other income and a depreciation-method change, while a large goodwill balance sits on a loss-making acquisition. The August 2026 AGM is the moment to watch: it decides whether founder-executives get 5-year terms, Section 197-exceeding pay, and fresh stock options, against a backdrop of five independent director resignations.